Appendix 3B

New issue announcement

Rule 2.7, 3.10.3, 3.10.4, 3.10.5

Appendix 3B

New issue announcement,

application for quotation of additional securities

and agreement

Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.

Introduced 01/07/96 Origin: Appendix 5 Amended 01/07/98, 01/09/99, 01/07/00, 30/09/01, 11/03/02, 01/01/03, 24/10/05, 01/08/12, 04/03/13

Name of entity

Australia and New Zealand Banking Group Limited (ANZ)

ABN

11 005 357 522

We (the entity) give ASX the following information.

Part 1 - All issues

You must complete the relevant sections (attach sheets if there is not enough space).

1

+Class of +securities issued or to

Subordinated Notes

be issued

2 Number of +securities issued or to be issued (if known) or maximum number which may be issued

AUD265,000,000 3.40 per cent. Fixed Rate Subordinated Notes due 20 December 2039 (the "Notes")

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 1

29390304_3

Appendix 3B

New issue announcement

3 Principal terms of the +securities (e.g. if options, exercise price and expiry date; if partly paid

+securities, the amount outstanding and due dates for

payment; if +convertible securities, the conversion price and dates for conversion)

Refer to the particulars taken from the Pricing Supplement dated 18 December 2019 relating to the issue of the Notes ("Pricing Supplement"), attached as the Annex to this Appendix 3B, to be read in conjunction with the Information Memorandum for ANZ's $US60,000,000,000 Euro Medium Term Note Programme dated 21 May 2019 (the "Information Memorandum"), which is annexed to ANZ's Appendix 3B dated 21 November 2019.

Unless otherwise defined in this Appendix 3B, capitalised terms in this Appendix 3B have the meaning set out in the Pricing Supplement and the Information Memorandum.

+ See chapter 19 for defined terms.

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Appendix 3B New issue announcement

4 Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?

If the additional +securities do not rank equally, please state:

  • the date from which they do
  • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
  • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment

Refer to the Pricing Supplement and the Information Memorandum.

The Notes constitute direct, unsecured and subordinated obligations of ANZ ranking equally among themselves.

The Notes are subject to mandatory Conversion into ordinary shares of ANZ (or a successor) if a Non-Viability Trigger Event occurs.

If a Non-Viability Trigger Event occurs that does not involve a requirement for a public sector injection of capital or equivalent support, on the date of such event, ANZ will be required to Convert some or all of the Nominal Amount of the Notes into Ordinary Shares (subject to the Maximum Conversion Number).

If Conversion has not been effected within five Business Days after the Non-Viability Trigger Event for any reason, ANZ will be required to Write-Off the relevant Nominal Amount of the Notes.

Where a Write-Off occurs, the rights of the relevant investor in relation to the relevant Nominal Amount of a Note are immediately and irrevocably terminated and written-off and the investor will lose that investment and will not receive any compensation.

If the Notes have not been Converted, in the event of a winding-up of ANZ and prior to the commencement of a winding-up of ANZ, the principal amount of, and interest on, and any other payments, including additional amounts, in respect of the Notes will rank behind all claims of Senior Creditors, pari passu with Equal Ranking Securities and ahead of Junior Ranking Securities.

Subordinated Noteholders' rights in relation to the Notes may be terminated where Conversion does not occur as required following a Non- Viability Trigger Event.

For more information in relation to the ranking of the Notes refer to the section headed "Status and subordination of Subordinated Notes" in the Information Memorandum.

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 3

Appendix 3B

New issue announcement

5

Issue price or consideration

Issue price: 100 per cent. of the Aggregate

Principal Amount of the Notes

Interest basis: Fixed Rate

6 Purpose of the issue

(If issued as consideration for the acquisition of assets, clearly identify those assets)

ANZ will use the proceeds for general corporate purposes.

6a

6b

Is the entity an +eligible entity that has obtained security holder approval under rule 7.1A?

If Yes, complete sections 6b - 6h in relation to the +securities the subject of this Appendix 3B, and comply with section 6i

The date the security holder resolution under rule 7.1A was passed

No

Not applicable

6c

Number

of

+securities

issued

Not applicable

without security holder approval

under rule 7.1

+securities

6d

Number

of

issued

Not applicable

with security

holder approval

under rule 7.1A

+securities

6e

Number

of

issued

Not applicable

with security

holder approval

under rule 7.3, or another

specific security holder approval

(specify date of meeting)

6f

6g

Number of +securities issued under an exception in rule 7.2

If +securities issued under rule 7.1A, was issue price at least 75% of 15 day VWAP as calculated under rule 7.1A.3? Include the +issue date and both values. Include the source of the VWAP calculation.

Not applicable

Not applicable

+ See chapter 19 for defined terms.

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New issue announcement

6h

If +securities were issued under

Not applicable

rule

7.1A

for

non-cash

consideration,

state

date on

which valuation of consideration

was released to ASX Market

Announcements

6i

7

Calculate the entity's remaining

Not applicable

issue capacity under rule 7.1 and

rule 7.1A - complete Annexure 1

and release to ASX Market

Announcements

+Issue dates

20 December 2019

Note: The issue date may be prescribed by ASX (refer to the definition of issue date in rule 19.12). For example, the issue date for a pro rata entitlement issue must comply with the applicable timetable in Appendix 7A.

Cross reference: item 33 of Appendix 3B.

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 5

Appendix 3B

New issue announcement

8 Number and +class of all +securities quoted on ASX (including the +securities in section 2 if applicable)

Number

+Class

2,836,177,422

Fully paid ordinary

shares

11,200,000

ANZ Capital Notes 1

16,100,000

ANZ Capital Notes 2

9,701,791

ANZ Capital Notes 3

16,220,000

ANZ Capital Notes 4

9,310,782

ANZ Capital Notes 5

USD1,250,000,000 2.050 per cent Covered Bond due May 2020

EUR750,000,000 0.625 per cent. Fixed Rate Notes due February 2023

CNY2,500,000,000 4.75 per cent. Fixed Rate Subordinated Notes due January 2025

SGD500,000,000 3.75 per cent. Fixed Rate Subordinated Notes due March 2027

AUD200,000,000 4.75 per cent. Fixed Rate Subordinated Notes due May 2027

EUR1,000,000,000 1.125 per cent. Fixed Rate Subordinated Notes due November 2029

AUD225,000,000 4.75 per cent. Fixed Rate Subordinated Notes due September 2032

USD1,000,000,000 Perpetual Subordinated Contingent Convertible Securities

AUD265,000,000 3.40 per cent. Fixed Rate Subordinated Notes due December 2039

+ See chapter 19 for defined terms.

Appendix 3B Page 6

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Appendix 3B New issue announcement

9 Number and +class of all +securities not quoted on ASX (including the +securities in section 2 if applicable)

Number

+Class

6,923,740

Options on issue

10 Dividend policy (in the case of a trust, distribution policy) on the increased capital (interests)

Conditions of Payment

Prior to the commencement of the winding- up of ANZ (other than under or in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency):

  1. the obligations of ANZ to make payments of principal of, any interest on, and any other payments, including additional amounts, in respect of the Notes will be conditional on ANZ being Solvent at the time of such payment by ANZ; and
  2. no payment of principal of, any interest on, and any other payments, including additional amounts, in respect of the Notes shall be made unless ANZ is Solvent immediately after making such payment.

Part 2 - Pro rata issue

11

Is security holder approval

Not applicable

required?

12

Is the issue renounceable or non-

Not applicable

renounceable?

Ratio in which the +securities will

13

Not applicable

be offered

+Class of +securities to which the

14

Not applicable

offer relates

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 7

Appendix 3B

New issue announcement

15

+Record date to determine

Not applicable

entitlements

16 Will holdings on different Not applicable registers (or subregisters) be

aggregated for calculating entitlements?

  1. Policy for deciding entitlements in relation to fractions
  2. Names of countries in which the entity has security holders who will not be sent new offer documents

Note: Security holders must be told how their entitlements are to be dealt with.

Cross reference: rule 7.7.

Not applicable

Not applicable

19 Closing date for receipt of Not applicable acceptances or renunciations

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

20

Names of any underwriters

Not applicable

21

Amount of any underwriting fee

Not applicable

or commission

22

Names of any brokers to the issue

Not applicable

  1. Fee or commission payable to the broker to the issue
  2. Amount of any handling fee payable to brokers who lodge acceptances or renunciations on behalf of security holders

Not applicable

Not applicable

25 If the issue is contingent on Not applicable security holders' approval, the

date of the meeting

26

Date entitlement and acceptance

Not applicable

form and offer documents will be

sent to persons entitled

27

If the entity has issued options,

Not applicable

and the terms entitle option

holders to participate on exercise,

the date on which notices will be

sent to option holders

28

Date rights trading will begin (if

Not applicable

applicable)

29

Date rights trading will end (if

Not applicable

applicable)

30

How do security holders sell their

Not applicable

entitlements in full through a

broker?

31

How do security holders sell part

Not applicable

of their entitlements through a

broker and accept for the

balance?

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 9

Appendix 3B

New issue announcement

32

How do security holders dispose

Not applicable

of their entitlements (except by

sale through a broker)?

+Issue date

33

Not applicable

Part 3 - Quotation of securities

You need only complete this section if you are applying for quotation of securities

34 Type of +securities (tick one)

(a)

+Securities described in Part 1

(b)

All other +securities

Example: restricted securities at the end of the escrowed period, partly paid securities that become fully paid,

employee incentive share securities when restriction ends, securities issued on expiry or conversion of convertible

securities

Entities that have ticked box 34(a)

Additional securities forming a new class of securities

Tick to indicate you are providing the information or documents

  1. If the +securities are +equity securities, the names of the 20 largest holders of the additional +securities, and the number and percentage of additional +securities held by those holders
  2. If the +securities are +equity securities, a distribution schedule of the additional +securities setting out the number of holders in the categories
    1 - 1,000
    1,001 - 5,000
    5,001 - 10,000
    10,001 - 100,000
    100,001 and over

37

A copy of any trust deed for the additional +securities

+ See chapter 19 for defined terms.

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Appendix 3B

New issue announcement

Entities that have ticked box 34(b)

38

Number of +securities for which

Not applicable

+quotation is sought

+Class of +securities for which

39

Not applicable

quotation is sought

  1. Do the +securities rank equally in all respects from the +issue date with an existing +class of quoted +securities?
    If the additional +securities do not rank equally, please state:
    • the date from which they do
    • the extent to which they participate for the next dividend, (in the case of a trust, distribution) or interest payment
    • the extent to which they do not rank equally, other than in relation to the next dividend, distribution or interest payment
  3. Reason for request for quotation now

Example: In the case of restricted securities, end of restriction period

(if issued upon conversion of another +security, clearly identify that other +security)

Not applicable

Not applicable

42 Number and +class of all +securities quoted on ASX (including the +securities in clause 38)

Number

+Class

Not applicable

Not applicable

+ See chapter 19 for defined terms.

04/03/2013

Appendix 3B Page 11

Appendix 3B

New issue announcement

Quotation agreement

1

+Quotation of our additional +securities is in ASX's absolute discretion. ASX

may quote the +securities on any conditions it decides.

2 We warrant the following to ASX.

  • The issue of the +securities to be quoted complies with the law and is not for an illegal purpose.
  • There is no reason why those +securities should not be granted +quotation.
  • An offer of the +securities for sale within 12 months after their issue will not require disclosure under section 707(3) or section 1012C(6) of the Corporations Act.

Note: An entity may need to obtain appropriate warranties from subscribers for the securities in order to be able to give this warranty

  • Section 724 or section 1016E of the Corporations Act does not apply to any applications received by us in relation to any +securities to be quoted and that no-one has any right to return any +securities to be quoted under sections 737, 738 or 1016F of the Corporations Act at the time that we request that the +securities be quoted.
  • If we are a trust, we warrant that no person has the right to return the +securities to be quoted under section 1019B of the Corporations Act at the time that we request that the +securities be quoted.
  1. We will indemnify ASX to the fullest extent permitted by law in respect of any claim, action or expense arising from or connected with any breach of the warranties in this agreement.
  2. We give ASX the information and documents required by this form. If any information or document is not available now, we will give it to ASX before +quotation of the +securities begins. We acknowledge that ASX is relying on the information and documents. We warrant that they are (will be) true and complete.

Sign here:

............................................................ Date: 20 December 2019

(Company secretary)

Print name:

Simon Pordage

== == == == ==

+ See chapter 19 for defined terms.

Appendix 3B Page 12

04/03/2013

PART A - CONTRACTUAL TERMS

1.

Issuer

Australia and New Zealand Banking Group

Limited

2.

(i)

Series Number:

2030

(ii)

Tranche Number:

1

3.

(i)

Specified Currency or

Australian Dollars ("AUD")

Currencies:

(ii)

Exotic Currency

Not Applicable

Payments:

(iii)

Exotic Currency Relevant

Not Applicable

Time:

(iv)

Exotic Currency Thomson

Not Applicable

Reuters Screen Page:

4. Aggregate Principal Amount:

(i)

Series:

AUD 265,000,000

(ii)

Tranche:

AUD 265,000,000

5.

Issue Price:

100 per cent. of the Aggregate Principal

Amount

6.

(i)

Specified Denomination(s)

AUD 200,000 and integral multiples of AUD

(and Principal Amount):

2,000 in excess thereof, in each case as it may

be adjusted in accordance with Condition 5A.4

The minimum aggregate consideration payable

in respect of an offer or invitation in Australia

or any offer or invitation received in Australia

must be no less than AUD 500,000 (or its

equivalent in an alternate currency, in each

case, disregarding moneys lent by the offeror or

its associates) unless the offer or invitation does

not require disclosure to investors under Part

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6D.2 or Chapter 7 of the Corporations Act. In

every case, an offer or invitation must not be to

a retail client (as defined in section 761G of the

Corporations Act)

(ii)

Calculation Amount:

AUD 2,000, as it may be adjusted in accordance

with Condition 5A.4

7.

(i)

Issue Date:

20 December 2019

(ii)

Interest Commencement

Issue Date

Date:

8.

Maturity Date:

20 December 2039

9.

Interest Basis:

Fixed Rate

(Further particulars specified below)

10.

Redemption/Payment Basis:

Redemption at Par

11.

Change of Interest or

Not Applicable

Redemption/Payment Basis:

12.

Put/Call Options:

Not Applicable

13.

Status of the Notes:

Subordinated Notes

14.

Method of distribution:

Syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.

Fixed Rate Note Provisions

Applicable

(i)

Rate of Interest:

3.40 per cent. per annum payable annually in

arrear

(ii)

(a)

Interest Payment

20 December in each year commencing on 20

Date(s):

December 2020; in each case, subject to

adjustment for payment purposes only in

accordance with the Business Day Convention

specified below

(b)

Interest Period(s):

As defined in Condition 4(p)

(c)

Interest Period

As defined in Condition 4(p)

Date:

(iii)

Fixed Coupon Amount:

AUD 68.00 per Calculation Amount

(iv)

Broken Amount(s):

Not Applicable

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(v)

Day Count Fraction:

Actual/Actual (ICMA)

  1. Business Day Convention: Following Business Day Convention

(a)

Adjusted:

Not Applicable

(b)

No Adjustment:

Applicable

(vii)

Additional Business

Not Applicable

Centre(s):

For the avoidance of doubt, London and Sydney

are business centres for the purposes of the

definition of "Business Day" in Condition 4(p)

(viii)

Party responsible for

The Fiscal Agent shall be the Calculation Agent

calculating the Rate(s) of

Interest and/or Interest

Amount(s):

(ix)

Other terms relating to the

Not Applicable

method of calculating

interest for Fixed Rate

Notes:

16.

Floating Rate Note Provisions

Not Applicable

17.

CMS Rate Note Provisions (for

Not Applicable

Unsubordinated Notes only):

18.

Inverse Floating Rate Note

Not Applicable

Provisions (for Unsubordinated

Notes only):

19.

Range Accrual Note Provisions

Not Applicable

(for Unsubordinated Notes only):

20.

Zero Coupon Note Provisions (for

Not Applicable

Unsubordinated Notes only):

21.

Index-Linked Interest Note/Other

Not Applicable

variable-linked interest Note

Provisions (for Unsubordinated

Notes only):

22.

Dual Currency Note Provisions

Not Applicable

(for Unsubordinated Notes only):

PROVISIONS RELATING TO REDEMPTION

23.

Call Option

Not Applicable

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  1. Put Option
  2. Final Redemption Amount of each Note:
  3. Early Redemption Amount:
    (Early Redemption Amount(s) payable on redemption on account of a Regulatory Event, for taxation reasons, on an Event of Default or other early redemption and/or the method of calculating the same)

Not Applicable

AUD 2,000 per Calculation Amount, as it may be adjusted in accordance with Condition 5A.4

AUD 2,000 per Calculation Amount, as it may be adjusted in accordance with Condition 5A.4

Any early redemption will be subject to the prior written approval of the Australian Prudential Regulation Authority

27. Redemption for Regulatory Event Applicable

(for Subordinated Notes issued by ANZBGL only)

28. Redemption for taxation reasons:

Condition 5(b)(i)

Applicable (Note that Condition 5(b)(i) applies

automatically)

Condition 5(b)(ii) (for

Applicable

Subordinated Notes issued by

ANZBGL only)

Condition 5(b)(iii) (for

Applicable

Subordinated Notes issued by

ANZBGL only)

GENERAL PROVISIONS APPLICABLE TO THE NOTES

29. Form of Notes:

Registered Notes

  1. Payment Business Day Convention:
  2. Additional Financial Centre(s) or other special provisions relating to Payment Business Days:

Registered Global Note exchangeable for Certificates in definitive form in the limited circumstances specified in the Registered Global Note

Following

Not Applicable

For the avoidance of doubt, London and Sydney are financial centres for the purposes of the definition of "Payment Business Day" in Condition 6(h)

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32.

Talons for future Coupons or

No

Receipts to be attached to Notes

in definitive form (and dates on

which such Talons mature):

33.

Details relating to Instalment

Not Applicable

Notes, including Instalment

Amount(s) and Instalment

Date(s):

34.

Redenomination, renominalisation

Not Applicable

and reconventioning provisions:

35.

Consolidation provisions:

Not Applicable

36.

Governing Law:

English, except in relation to subordination,

Conversion and Write-Off provisions of the

Notes which will be governed by, and construed

in accordance with, the laws of the State of

Victoria and the Commonwealth of Australia

OTHER FINAL TERMS

37.

Subordinated Notes:

Applicable

(i)

Conversion:

Applicable

CD: 1.00 per cent.

VWAP Period: 5 Business Days

(ii)

Alternative Conversion

Not Applicable

Number:

(iii)

Write-Off (see Condition

Not Applicable

5B.1 and 5C.1):

(Where "Not Applicable" is specified at this

item 37(iii), this is without prejudice to the

application of Condition 5B.5 where

"Applicable" is specified at item 37(i))

38.

Other final terms:

Not Applicable

DISTRIBUTION

39.

(i)

If syndicated, names of

Lead Manager:

Managers:

Australia and New Zealand Banking Group

Limited

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PART B - OTHER INFORMATION

1.

LISTING

Application is expected to be made by the Issuer

for the Notes to be listed as a debt security on the

Australian Securities Exchange on or about the

Issue Date

The Notes will not be transferred through, or registered on, the Clearing House Electronic Sub-Register System (CHESS) operated by ASX Settlement Pty Ltd (ABN 49 008 504 532) and will not be "Approved Financial Products" for the purposes of that system. Interests in the Notes will be instead held in, and transferrable through, Euroclear Bank SA/NV or Clearstream Banking, S.A.

No transfers will be made to retail clients (as defined in section 761G of the Corporations Act 2001 of Australia) and no bids or offers may be made on an Australian Securities Exchange trading platform with a value less than AUD 500,000 (or its equivalent in an alternate currency)

3. OPERATIONAL INFORMATION

ISIN Code:

XS2095795881

Common Code:

209579588

FISN:

As set out on the website of the Association of

National Numbering Agencies ("ANNA") or

alternatively sourced from the responsible

National Numbering Agency that assigned the

ISIN

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CFI code:

As set out on the website of ANNA or

alternatively sourced from the responsible

National Numbering Agency that assigned the

ISIN

Any clearing system(s) other

Not Applicable

than Euroclear Bank SA/NV and

Clearstream Banking S.A. and

the relevant identification

number(s):

Delivery:

Delivery against payment

Names and addresses of

Not Applicable

additional Paying Agent(s) or

other Agent(s) (if any):

Names and addresses of

Not Applicable

additional Paying Agent(s) (if

any) or, in the case of VPS

Notes, the VPS Agent and the

VPS Trustee:

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ANZ - Australia & New Zealand Banking Group Ltd. published this content on 20 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 December 2019 03:00:09 UTC